Amended Statement of Ownership (sc 13g/a)
May 13 2016 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 6)
PERSHING GOLD CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title
of Class of Securities)
715302204
(CUSIP Number)
May 9, 2016
(Date of Event Which Requires Filing of
This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Dr. Phillip Frost
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
9,804 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
9,804 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,804(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04% (based on 26,106,654 shares of common stock issued and
outstanding as of May 9, 2016)
|
12
|
TYPE OF REPORTING PERSON*
IN
|
|
(1)
|
Represents
warrants to purchase 9,804 shares of common
stock held by Frost Gamma Investments Trust (“FGIT”), of which Dr. Phillip Frost is the trustee. Frost Gamma Limited
Partnership is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership.
The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada
Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation.
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Frost Gamma Investments Trust
46-0464745
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
9,804 (1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
9,804 (1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,804(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.04% (based on 26,106,654 shares of common stock issued and
outstanding as of May 9, 2016)
|
12
|
TYPE OF REPORTING PERSON*
OO
|
|
(1)
|
Represents
warrants to purchase 9,804 shares of common
stock held by FGIT.
|
|
Item1(a).
|
Name of Issuer:
|
Pershing Gold Corporation, a Nevada corporation (“Issuer”).
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
1658 Cole Boulevard
Building 6 - Suite 210
Lakewood, Colorado
|
Item 2(a).
|
Name of Person Filing.
|
The
statement is filed on behalf of Dr. Phillip Frost and Frost Gamma Investments Trust (collectively, the “Reporting Persons”).
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence.
|
The Reporting Persons
have a business address located at 4400 Biscayne Blvd. Miami, FL 33137.
Dr. Frost is a
citizen of the United States.
FGIT
is established in the State of Florida.
|
Item 2(d).
|
Title of Class of Securities.
|
Common Stock, par value $0.0001.
715302204
Not applicable.
|
(a)
|
Amount beneficially owned: 9,804 (1)
|
|
(b)
|
Percent of class: 0.04% (based on 26,106,654 shares of
common stock issued and outstanding as of May 9, 2016)
|
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 9,804
(1)
|
|
(iii)
|
Sole power to dispose or to direct the disposition
of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of: 9,804 (1)
|
|
(1)
|
Represents
warrants to purchase 9,804 shares of common
stock held by FGIT, of which Dr. Phillip Frost is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary
of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited
Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole
shareholder of Frost-Nevada Corporation.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following
x
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent Holding Company.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the
Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 12, 2016
|
/s/ Phillip Frost, M.D.
|
|
|
Phillip Frost, M.D.
|
|
|
|
|
|
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Frost Gamma Investments Trust
|
|
|
|
|
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Date: May 12, 2016
|
/s/ Phillip Frost, M.D.
|
|
|
By:
|
Phillip Frost, M.D., Trustee
|
|
|
|
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